ICSAN Corporate Law study plan
ICSAN Corporate Law · Give each week a clear focus.
8 weeks · About 7 hours per week
Nature and Sources of Nigerian Company Law & Corporate Personality, Lifting the Veil and Pre-incorporation Contracts
Map the hierarchy of Nigerian company law sources - CAMA 2020, subsidiary legislation (CAC regulations), case law, and received English law - into a one-page annotated diagram
Explain the rule in Salomon v Salomon and its statutory codification under CAMA, listing at least five consequences of separate legal personality
Distinguish statutory veil-lifting (e.g. fraudulent trading, members below statutory minimum, misdescription of company) from judicial veil-lifting, giving one Nigerian case example per category
Draft a short memo applying the pre-incorporation contract rules (CAMA s.96-type ratification and adoption) to a two-paragraph fact pattern
Self-test with 25 mixed questions on Domains 1-2 and log every wrong answer with the correct rule
Your checkpoint
A 1,500-word comparative note on corporate personality and veil-lifting with a case table of at least 8 authorities
Company Formation, Types, Registration and Constitutional Documents & Promoters, Prospectuses, Securities Offerings and Capital Raising
Classify company types (private/public, limited by shares/guarantee, unlimited, single-member, small company) against CAMA thresholds and registration requirements
Walk through the CAC incorporation process step by step, including name reservation, incorporation documents, and post-incorporation filings
Draft a model memorandum and articles of association clause set, then explain how CAMA's default provisions apply where articles are silent
Analyse the legal status of a prospectus, statement in lieu of prospectus, and private placement, and outline civil and criminal liability for misstatements
Compare the fundraising routes available to a private company versus a public company, noting CAC and SEC touchpoints
Answer 30 practice questions on formation and capital raising, then rewrite the explanations for the five you missed
Your checkpoint
A completed incorporation checklist plus a 1,000-word note on prospectus liability and private placement exemptions
Shares, Share Capital, Membership and Shareholder Rights
Define share capital terminology (authorised vs issued, nominal value, premium, reserves) and compute a worked example from a balance sheet extract
Explain the rules on allotment, transfer, transmission, and the statutory restrictions on a company acquiring its own shares
Distinguish ordinary, preference, deferred, and redeemable shares by their rights, and state how variation of class rights is effected
Outline the membership register, share certificates, and the procedure and limits on declaring dividends
Draft a shareholder rights cheat sheet covering voting, information, minority protection, and pre-emption
Complete 30 timed questions on shares and membership, targeting 75% accuracy
Your checkpoint
A one-page share capital and shareholder rights cheat sheet plus a solved numerical problem on allotment and dividends
Corporate Management: Directors, Officers and Corporate Governance & Directors' Duties, Conflict of Interest and Related Party Transactions
Distinguish executive from non-executive directors and map the statutory allocation of powers between the board and the general meeting
List the statutory and fiduciary duties of directors under CAMA and common law, with a case authority for each duty
Explain appointment, disqualification, removal, and remuneration of directors, including the procedure and effect of removal under the general meeting's power
Analyse conflict-of-interest and related-party transaction rules - disclosure, approval, and consequences of breach - against a fact pattern
Draft a board resolution and a disclosure notice for a director's interest in a proposed contract
Answer 35 questions on directors and conflicts, then produce a written explanation of every error
Your checkpoint
A 2,000-word directors' duties and conflicts guide containing a duty–authority–remedy table and two worked fact patterns
Company Meetings, Resolutions and Shareholder Remedies & Accounts, Audit, Annual Returns and Corporate Records
Differentiate general meeting, extraordinary general meeting, class meeting, and board meeting by convening authority, notice period, and quorum
Draft valid notices and agendas for an AGM and an EGM, then explain the effect of defective notice
Distinguish ordinary, special, and unanimous resolutions, and state the filing obligations for each
Explain the statutory records and registers a company must keep, the annual return timetable, and the consequences of default
Outline the appointment, powers, duties, and removal of auditors, and the contents of the auditors' report
Complete 30 practice questions on meetings, resolutions, and records with a written error log
Your checkpoint
A complete AGM document pack (notice, agenda, proxy form, draft resolutions) plus a compliance calendar for annual returns and audit deadlines
Reconstruction, Mergers, Takeovers and Compromises & Winding Up, Insolvency and Corporate Rescue
Distinguish schemes of arrangement, mergers, takeovers, and asset transfers by procedure, approval thresholds, and court or regulatory involvement
Outline the compulsory acquisition and squeeze-out mechanics available to a takeover bidder who reaches the statutory threshold
Sequence the winding-up routes - members' voluntary, creditors' voluntary, and compulsory - and identify who initiates each
Explain insolvency tests, priority of claims, and the office of the liquidator, including powers and duties
Compare available corporate rescue mechanisms and their practical limits
Answer 30 questions on reconstruction and insolvency, then write a two-page case study applying the rules to a distressed company
Your checkpoint
A two-page distressed-company case study selecting and justifying a restructuring or winding-up route with a step-by-step procedure
Corporate Law in Practice: Compliance, Regulatory Framework and Professional Ethics & Nature and Sources of Nigerian Company Law & Corporate Personality, Lifting the Veil and Pre-incorporation Contracts
Compile the regulatory framework touchpoints - CAC, SEC, NGX, FIRS, and the professional body's practice rules - into a single compliance map
Apply the professional code of conduct to three ethics scenarios involving conflicts, client confidentiality, and reporting obligations
Re-read the weakest notes from Domains 1-2 and rewrite them in your own words without looking at the source
Run a 40-question mixed mock across all domains and record accuracy by domain
Build a personal list of the 20 rules you most often get wrong and convert each into a flashcard
Your checkpoint
A compliance and ethics map plus a scored mock exam report with a domain-by-domain accuracy table
Corporate Management: Directors, Officers and Corporate Governance & Directors' Duties, Conflict of Interest and Related Party Transactions & Company Meetings, Resolutions and Shareholder Remedies
Re-drill the highest-weight domains (directors, duties, meetings) with 60 timed questions at exam pace
Write full answers to three essay-style questions under time pressure and self-mark against a checklist of required points
Review the flashcard list from Week 7 and retire only cards you can answer correctly twice in a row
Simulate a full exam sitting and analyse where time was lost
Produce a final one-page revision sheet of statutory thresholds, notice periods, and resolution majorities
Your checkpoint
A full timed mock exam result with a written post-mortem and a final one-page threshold and procedure sheet
Milestones
Week 2: Can classify any company type and describe the full incorporation and capital-raising route without notes, scoring at least 75% on a 30-question set
Week 4: Can state each director's duty with its authority and remedy, and correctly resolve two conflict-of-interest fact patterns end to end
Week 6: Can sequence a scheme of arrangement and a creditors' voluntary winding up from first step to filing, with no more than one omission
Week 8: Achieve at least 70% overall on a full timed mock, with no domain below 60%, and a completed error post-mortem